The Asgardian Loki encounters the Other, the leader of an extraterrestrial race known as the Chitauri. In exchange for retrieving the Tesseract, a powerful energy source of unknown potential, the Other promises Loki a Chitauri army with which he can subjugate the Earth. Nick Fury, director of the espionage agency S.H.I.E.L.D., and his lieutenant Agent Maria Hill arrive at a remote research facility during an evacuation, where physicist Dr. Erik Selvig is leading a research team experimenting on the Tesseract. Agent Phil Coulson explains that the object has begun radiating an unusual form of energy. The Tesseract suddenly activates and opens a portal, allowing Loki to reach Earth. Loki takes the Tesseract and uses his scepter to enslave Selvig and several agents, including Clint Barton, to aid him in his getaway.

In response to the attack, Fury reactivates the "Avengers Initiative". Agent Natasha Romanoff is sent to Calcutta to recruit Dr. Bruce Banner to trace the Tesseract through its gamma radiation emissions. Coulson visits Tony Stark to have him review Selvig's research, and Fury approaches Steve Rogers with an assignment to retrieve the Tesseract. While Barton steals iridium needed to stabilize the Tesseract's power, Loki causes a distraction in Stuttgart leading to a confrontation with Rogers, Stark, and Romanoff that ends with Loki's surrender. While Loki is being escorted to S.H.I.E.L.D., Thor, his adoptive brother, arrives and frees him hoping to convince him to abandon his plan and return to Asgard. After a confrontation with Stark and Rogers, Thor agrees to take Loki to S.H.I.E.L.D.'s flying aircraft carrier, the Helicarrier. There Loki is imprisoned while scientists Banner and Stark attempt to locate the Tesseract.

The Avengers become divided, both over how to approach Loki and the revelation that S.H.I.E.L.D. plans to harness the Tesseract to develop weapons as a deterrent against hostile extra-terrestrials. As the group argues, Barton and Loki's other possessed agents attack the Helicarrier, disabling its engines in flight and causing Banner to transform into the Hulk. Stark and Rogers try to restart the damaged engines, and Thor attempts to stop the Hulk's rampage. Romanoff fights Barton, and knocks him unconscious, breaking Loki's mind control. Loki escapes after killing Coulson and ejecting Thor from the airship, while the Hulk falls to the ground after attacking a S.H.I.E.L.D. fighter jet. Fury uses Coulson's death to motivate the Avengers into working as a team. Stark and Rogers realize that simply defeating them will not be enough for Loki; he needs to overpower them publicly to validate himself as ruler of Earth. Loki uses the Tesseract, in conjunction with a device Selvig built, to open a portal above Stark Tower to the Chitauri fleet in space, launching his invasion.

The Avengers rally in defense of New York City, the location of the portal, but quickly realize they will be overwhelmed as wave after wave of Chitauri descend upon Earth. Rogers, Stark, and Thor evacuate civilians with assistance from Barton, while Banner transforms back into the Hulk and goes after Loki, eventually beating him into submission. Romanoff makes her way to the portal, where Selvig, freed of Loki’s control, reveals that Loki's scepter can be used to close the portal. Meanwhile, Fury's superiors attempt to end the invasion by launching a nuclear missile at Manhattan. Stark intercepts the missile and takes it through the portal toward the Chitauri fleet. The missile detonates, destroying the invaders' lead ship which disables their forces on Earth. Stark's suit runs out of power and he falls back through the portal, but the Hulk saves him from crashing to the ground. Romanoff deactivates the portal to prevent further invasion. In the aftermath, Thor returns Loki and the Tesseract to Asgard. Fury notes that the Avengers will return when they are needed.

In the first of two post-credits scenes, the Other confers with his master about the attack on Earth and humanity's resistance; in the second, the Avengers eat in silence at a shawarma restaurant.

In 1760, the Collins family migrates to America from Liverpool and sets up a Maine fishing port, naming it Collinsport. Some years later, the son, Barnabas (Johnny Depp), seduces his family's maid, Angelique Bouchard (Eva Green), who is a witch. When he tells her he doesn't love her or want her, Angelique kills Barnabas' parents. Barnabas then falls in love with Josette du Pres (Bella Heathcote). In a fit of jealousy, Angelique bewitches Josette into leaping from a cliff to her death. Barnabas leaps after her in grief, but he survives because Angelique turns him into an immortal vampire. She rouses a mob to capture and bury Barnabas alive in a chained coffin in the woods and curses his family.

196 years later, in the year 1972, construction workers accidentally free Barnabas from his coffin, who slakes his two-century hunger by feeding on and killing his rescuers. He makes his way back to his manor to find it inhabited by his dysfunctional descendants and their servants—the family matriarch Elizabeth Collins Stoddard (Michelle Pfeiffer); her brother Roger (Jonny Lee Miller); her 15-year-old daughter Carolyn (Chloë Grace Moretz); Roger's 10-year-old son David (Gulliver McGrath); Dr. Julia Hoffman (Helena Bonham Carter), David's psychiatrist; Willie Loomis (Jackie Earle Haley), the manor's caretaker; and Victoria Winters (Heathcote), David's newly-hired governess and Josette's reincarnation. Upon convincing Elizabeth of his identity by revealing a secret treasure room behind the fireplace, Barnabas is allowed to stay under the condition that he never reveal neither the room nor that he is a vampire to the rest of the family. He must also pretend to be a distant relative from England who has come to restore the family's business and reputation in town. He soon becomes very deeply attracted to Victoria, whom he briefly mistakes for his lost Josette, and immediately begins to pursue her.

As Barnabas helps revitalize the Collins' fishery and manor, he is approached by Angelique, who has used her powers to establish a successful rival fishery. She tries to win him back, later convincing him to make wild, passionate love with her, but he still rejects her, telling her that he loves Victoria instead. He restores his family's name by inviting the entire town to a party at the manor featuring Alice Cooper, where Victoria reveals to Barnabas that her parents committed her to an insane asylum as a child because she could see and talk to Josette's ghost. They kiss and confess their feelings to each other, unknowingly enraging Angelique who has witnessed the scene. Meanwhile, Dr. Hoffman has discovered Barnabas' true nature after hypnotizing him. She convinces him to try to turn himself back to a regular human via blood transfusions, but her real intent is to use his blood to turn herself into a vampire to avoid aging. Upon discovering this betrayal, Barnabas drains her to death and dumps her body into the ocean. Barnabas catches Roger trying to find the secret room and exposes Roger's lack of interest in his son. Barnabas then gives him a choice of either staying and being a good father to David or leaving the family. Roger chooses to leave, deeply wounding his son's feelings. Soon afterward, Barnabas rescues David from a falling disco ball and stumbles into a beam of sunlight, burning his skin and exposing his secret to the horrified children and Victoria.

Later that night, Angelique calls Barnabas into her office, coaxes him into confessing Dr. Hoffman's murder, and traps him in another coffin that she leaves in his family's crypt. She then burns down the Collins' canning factory and plays a recording of the murder to the townsfolk, once more turning them against the family. Angelique leads the mob to Collinwood manor to arrest the family, but Barnabas is rescued from the coffin by David and he shows up at the manor and attacks Angelique in front of the mob, thereby exposing both his and her true natures. As the townspeople disperse, Angelique sets fire to the manor and admits her role in the family's curse, including turning Carolyn into a werewolf and killing David's mother at sea. Barnabas and the Collins family fight Angelique until David summons his mother's vengeful ghost. The ghost gives a single scream which knocks Angelique into a chandelier. Before she dies she pulls out her heart and offers it to Barnabas. He refuses the heart and it shatters as Angelique dies. Barnabas then discovers that Angelique has bewitched Victoria into jumping off the same cliff Josette did. Barnabas arrives moments before Victoria is about to jump and breaks her hypnosis, but she reveals she wanted to fall. She pleads with him to make her a vampire, but he refuses. She then casts herself off, forcing him to follow and bite her to save her life, Victoria wakes up as a vampire. As the two kiss on the rocks in the waves, the film ends with a underwater shot of Hoffman, who suddenly revives.

Boris the Animal, the last surviving member of the Boglodyte race, escapes from the LunarMax prison on Earth's moon intent on going back in time and killing Agent K, who on July 16, 1969, had shot off one of Boris' arms and captured him. After investigating a spaceship crash in New York City, and following a skirmish in a Chinese restaurant, K learns Boris has escaped. Kay regrets not having killed Boris in 1969 and refuses to explain his reasons to Agent J. Kay returns to his apartment, and then all traces of Kay disappear. Arriving at MIB headquarters, Jay discovers that only he remembers Kay as being alive in the present day, while all other MIB personnel remember Kay as having been killed in action in the year 1969.

Agent O, the new Chief after Zed's passing, deduces from J's statements that a fracture has occurred in the space-time continuum. The two realize Boris time-jumped to 1969 and killed K, resulting in a now-imminent Boglodyte invasion of Earth which is vulnerable due to the absence of the protective ArcNet, which Kay had installed in 1969. Through electronics-shop owner Jeffrey Price, Jay acquires the same time-jump mechanism as Boris. After jumping off the Chrysler Building to reach time-travel velocity, Jay arrives in 1969 a day before Boris kills Kay.

J follows a clue to Coney Island, where 29-year-old Agent K arrests him. After fruitless questioning at MIB headquarters, Kay has Jay placed inside a large Neuralyzer. At the last second, Jay says he will tell the truth of his mission. As a team, they follow Boris' trail to a bowling alley and then to Andy Warhol's Factory, where they meet the prescient alien Griffin, who possesses the ArcNet. Griffin tells them the Boglodytes destroyed his planet, and that he does not wish the Earth to suffer the same fate. Griffin then warns the two agents of Boris' impending arrival, and leaves.

The Agents later locate Griffin at Shea Stadium, where he gives them the ArcNet and instructs them to place it onto the Apollo 11 lunar rocket launch occurring in less than six hours.

The elder Boris arrives, meeting up with his younger self and both agree to get the ArcNet and kill Kay so that the invasion will be imminent.

Upon arriving at Cape Canaveral, the agents and Griffin are arrested by military police. A colonel, however, allows them to continue their mission after Griffin uses his precognitive power to show the colonel how important the agents are.

At the launch pad, Jay and Kay confront both the 1969 and 2012 incarnations of Boris. The elder Boris impales Jay with his spikes before they both fall off the pad; however, Jay uses the time-jump to travel back to the beginning of the fight and avoid the spikes before pushing the elder Boris off the pad. Meanwhile, as Kay battles the younger Boris, he ruptures a hose, causing it to spray liquid hydrogen on Boris' left arm, freezing it before he shatters it. Kay then plants the ArcNet on the rocket and the protective shield deploys after leaving the Earth's atmosphere. In the process, the elder Boris is incinerated to death by the flames from the rocket's boosters.

The Colonel congratulates K returning from the launch pad. As J watches from the distance, the younger Boris emerges and kills the Colonel. The younger Boris tries to goad Kay into arresting him, but the junior agent refuses and instead shoots the young Boris, killing him. A young boy named James exits a military vehicle looking for his father, who happens to be the Colonel. He pulls out a pocket watch revealed earlier to have been passed down to Agent J by his father, and Jay realizes that the young boy is actually his younger self. Unwilling to reveal his father's death, K neuralyzes James, telling him his father is a hero.

Jay returns to the present day, where he meets his partner at a diner. There, he shows Kay his father's pocket watch and thanks him. As they leave the diner, Griffin, a few seats away, tells the viewers all is well with the world, except for an imminent asteroid impact on Earth if this is the timeline where Kay forgot to leave a tip. But when Kay returns to leave his tip, the asteroid collides with an orbiting satellite instead of the Earth.

In Russia, the news covers Stark Industries CEO Tony Stark's (Robert Downey, Jr.) disclosure of his identity as Iron Man. Ivan Vanko (Mickey Rourke), whose father Anton Vanko (Yevgeni Lazarev) has just died, sees this and begins building an arc reactor similar to Stark's.

Six months later, Stark has used his armor to help maintain world peace. He re-institutes the Stark Expo in Flushing Meadows to continue his father Howard's legacy. Senator Stern (Garry Shandling) demands that Stark turn over the Iron Man technology to the government. Stark refuses, claiming that foreign nations and business competitors are decades away from recreating his work, and that it is his property.

The palladium core in the arc reactor that keeps Stark alive and powers the armor is slowly poisoning him, and he has failed to find a substitute. Growing increasingly despondent and reckless due to his impending death, and choosing not to tell anyone about his condition, Stark appoints his personal assistant Pepper Potts (Gwyneth Paltrow) CEO of Stark Industries, and replaces her with Stark employee Natalie Rushman (Scarlett Johansson).

Vanko attacks Stark while racing at the Circuit de Monaco, using an arc reactor of his own powering whip-like energy weapons. Stark defeats Vanko with the aid of his portable briefcase armor, and learns that Vanko is the son of his father's old partner, Anton Vanko, who had collaborated with Howard on the first arc reactor. Anton was deported to his native Soviet Union following attempts to profit from the technology and died in poverty, explaining Vanko's desire for revenge on the Stark family. Rival defense contractor Justin Hammer(Sam Rockwell) fakes Vanko's death and recruits him to perfect a line of armored suits to upstage Stark.

At what he believes is his final birthday party, Stark gets drunk while using the Iron Man armor, forcing his friend, Air Force Lieutenant Colonel James Rhodes (Don Cheadle), to intervene. Rhodes dons Stark's Mark II armor and battles Stark. The battle ends when the combatants both fire repulsor beams at each other, creating a huge explosion. After fighting with Stark, Rhodes delivers the armor to the military. Nick Fury (Samuel L. Jackson), director of S.H.I.E.L.D., approaches Stark, revealing Rushman as undercover agentNatasha Romanoff and that Howard Stark was a S.H.I.E.L.D. founder whom Fury knew personally. Fury gives him some of his father's old material; a hidden message in the diorama of the 1974 Stark Expo proves to be a diagram of the structure of a new element. With the aid of his computer J.A.R.V.I.S. (voiced by Paul Bettany), Stark synthesizes it. Vanko reveals to Stark that he is still alive and seeking revenge so Stark uses the untested element, ending his palladium dependency.

At the Expo, Hammer unveils Vanko's armored drones, led by Rhodes in a heavily weaponized version of the Mark II armor. Stark arrives in his new armor to warn Rhodes, but Vanko seizes control of both the drones and Rhodes' armor and attacks Iron Man. Hammer is arrested while Stark's bodyguard Happy Hogan (Jon Favreau) and Romanoff attempt to capture Vanko. He escapes, but Romanoff returns control of the Mark II armor to Rhodes.

After defeating his drones Stark and Rhodes confront Vanko himself, now in a new and powerful suit of armor. Neither can match Vanko, but Vanko is ultimately defeated when they fire repulsor rays at each other, causing a large explosion. With his suit too damaged to continue the fight Vanko activates his suit's self-destruct mechanism, along with that of his drones, apparently killing himself in the process. Stark saves Potts from the exploding drones' remains. Potts quits as CEO, and she and Stark kiss.

At a debriefing, while news footage of the Hulk's rampage plays, Fury informs Stark that while Iron Man is a suitable candidate for the "Avengers Initiative", he himself is not. Stark agrees to serve as a consultant if Senator Stern acts as presenter at a ceremony planned for awarding Stark and Rhodes with medals for bravery, which Stern reluctantly does.

In a post-credits scene, S.H.I.E.L.D. Agent Coulson (Clark Gregg) reports the discovery of a large hammer at the bottom of a crater in a New Mexico desert.

Snow White is the Princess of Tabor, daughter of King Magnus and Queen Eleanor. After his wife's death, King Magnus marries the beautiful Ravenna after rescuing her from the Dark Army, an invading force of glass soldiers. Ravenna — who is in fact a powerful sorceress and the Dark Army's master — kills Magnus on their wedding night after noting that men like him exploit the beauty of women and discard them. As Ravenna seizes control of the entire kingdom, Duke Hammond escapes the castle with his son William, but is unable to rescue Snow White, who is captured by Ravenna's brother Finn. Snow White is then locked away in the north tower of the castle.

Tabor is left in ruins under Ravenna's rule as she periodically drains the youth from young women in order to maintain a spell once cast by her mother which allows her to keep her beauty. When Snow White comes of age, Ravenna learns from her Magic Mirror that Snow White is destined to destroy her unless Ravenna consumes the young girl's heart, which will make her immortal. Ravenna orders Finn to bring her Snow White, but she escapes into the Dark Forest, where Ravenna has no power. Eric the Huntsman, a widower who has survived the Dark Forest, is brought to Ravenna, who orders him to lead Finn in pursuit of Snow White. In exchange, she promises to revive his deceased wife, Sarah. Duke Hammond learns that Snow White is alive and has fled into the Dark Forest. William, Snow White's childhood friend, later infiltrates Finn's band as a bowman to find her.

The Huntsman tracks down Snow White in the Dark Forest but refuses to hand her over until he knows Ravenna will keep her word. When Finn admits that Ravenna cannot resurrect the dead, the Huntsman helps Snow White to escape, promising to escort her to Duke Hammond's castle in exchange for a reward of gold. The two leave the Dark Forest and pass through a fishing village where all the women have disfigured themselves in order to escape Ravenna, and where he learns Snow White's true identity. He then leaves her in the care of the women but returns when he sees the village being attacked by Finn's men. Snow White and the Huntsman eventually meet a band of dwarves — Beith, Muir, Quert, Coll, Duir, Gort, Nion, and Gus. Muir discovers that Snow White is the only person who can defeat Ravenna and end her reign.

As they travel through a fairy sanctuary, the group is attacked by Finn's men, resulting in Gus' death. The Huntsman kills Finn after learning he abetted in the murder of his wife. William reveals himself and helps defeat the soldiers before joining the others in their journey to Hammond's castle.

Ravenna disguises herself as William and tempts Snow White into eating a poisoned apple, but is forced to flee when the Huntsman and William discover her. William kisses Snow White — who he believes to be dead — without seeing that she has shed a solitary tear. She is taken to Hammond's castle. As she lies in repose, the Huntsman professes his regret for not saving Snow White, who reminds him of his wife, and kisses her, breaking the spell; she awakens after a second tear has fallen. Snow White then takes command of the Duke's army and leads them into battle against Ravenna.

The Dwarves infiltrate Tabor through the sewers and open the gates, which allows the Duke's army to invade the castle. Snow White confronts Ravenna, but is overpowered. Ravenna is about to kill Snow White and consume her heart when Snow White stabs her in the heart instead, causing Ravenna to wither and die. Hammond's army is victorious, and Snow White is crowned Queen of the restored kingdom.